FTC Announces Increased Hart-Scott-Rodino Thresholds

On January 24, 2012, the Federal Trade Commission (FTC) announced the annual indexing of the jurisdictional thresholds under the Hart-Scott-Rodino (HSR) pre-merger notification statute. The new thresholds will apply to all transactions that close 30 days after the notice is published in the Federal Register.

Antitrust & Litigation Practice Group 1 of 1 January 25, 2012 FTC Announces Increased Hart-Scott-Rodino Thresholds On January 24, 2012, the Federal Trade Commission (FTC) announced the annual indexing of the jurisdictional thresholds under the Hart-Scott-Rodino (HSR) pre-merger notification statute. The new thresholds will apply to all transactions that close 30 days after the notice is published in the Federal Register. As a result of the indexing:  The $66 million minimum transaction value filing threshold has increased to $68.2 million.  The $263.8 million transaction value, above which size-of-person tests are inapplicable, becomes $272.8 million.  The $13.2 million and $131.9 million size-of-person tests become $13.6 million and $136.4 million tests, respectively.  The amounts of the filing fees have not changed, but the thresholds are increased as follows: o Transactions valued between $68.2 million and $136.4 million pay $45,000. o Transactions valued at $136.4 million and up to $682.1 million pay $125,000. o Transactions valued at $682.1 million or more pay $280,000. o Many (but not all) of the dollar amounts appearing in the HSR Rules (and particularly in the exemptions) have been similarly adjusted. It is important for any company contemplating a transaction to seek legal advice to determine if the transaction triggers an HSR filing obligation pursuant to the revised HSR thresholds. If required, the failure to file an HSR prior to closing is a violation of federal law and can subject parties to significant penalties. Celebrating more than 125 years of service, King & Spalding is an international law firm that represents a broad array of clients, including half of the Fortune Global 100, with 800 lawyers in 17 offices in the United States, Europe, the Middle East and Asia. The firm has handled matters in over 160 countries on six continents and is consistently recognized for the results it obtains, uncompromising commitment to quality and dedication to understanding the business and culture of its clients. More information is available at www.kslaw.com. This alert provides a general summary of recent legal developments. It is not intended to be and should not be relied upon as legal advice. For more information, contact: Jeffrey S. Spigel +1 202 626 2626 jspigel@kslaw.com Peter M. Todaro +1 202 626 5518 ptodaro@kslaw.com Brian R. Meiners +1 202 626 2910 bmeiners@kslaw.com John D. Carroll +1 202 626 2993 jdcarroll@kslaw.com King & Spalding Washington, D.C. 1700 Pennsylvania Avenue NW Washington, D.C. 20006 Tel: +1 202 737 0500 Fax: +1 202 626 3737 www.kslaw.com

DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

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